CLARIDY Terms of Service

1. Definitions

• "Claridy" means Claridy B.V., a Dutch besloten vennootschap registered at Amsterdam (KVK: 97842184).
• "Customer" means the legal entity that has subscribed to the Service.
• "Service" means the Claridy AI-powered accounts payable automation platform, including all related software, APIs, interfaces, and support services.
• "Order Form" means a written or electronic document specifying the scope, pricing, and other commercial terms agreed between Claridy and Customer.
• "Customer Data" means all data, documents, and information submitted to the Service by or on behalf of Customer, including invoice data and financial records.
• "Users" means the individuals authorised by Customer to access and use the Service.

2. Access to the Service

2.1 Licence Grant

Subject to these Terms and timely payment of applicable fees, Claridy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business operations.

2.2 Account Registration

Customer must provide accurate and complete information when registering an account. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under its account. Customer must notify Claridy immediately at legal@claridy.ai of any unauthorised use of its account.

2.3 Restrictions

Customer must not:

• Resell, sublicense, or make the Service available to third parties except as expressly permitted in writing by Claridy.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to process data in violation of applicable law.
• Attempt to gain unauthorised access to Claridy's systems or data.
• Use the Service in a way that interferes with or disrupts its integrity or performance.

3. Fees and Payment

3.1 Fee Structure

The Service is priced as follows, as specified in the applicable Order Form:

• Setup Fee: a one-time fee payable upfront prior to onboarding, covering account configuration, AP process design, employee training, and first-year Slack support channel.
• Monthly Subscription Fee: a recurring fee covering a specified invoice volume per month, payable at the end of each calendar month.
• Overage Fees: a per-invoice fee applied to invoices processed in excess of the monthly volume included in the Subscription Fee, charged at the end of each month.
• AI Action Credits: certain advanced AI agent actions may consume credits, billed on a pay-as-you-go basis.

3.2 Payment Terms

Setup fees are due upon signing. Monthly subscription fees and overages are invoiced at month-end and payable within 30 days of invoice date. Credit usage is invoiced monthly in arrears. All amounts are in euros and exclusive of VAT.

3.3 Late Payment

Overdue amounts accrue interest at the statutory commercial interest rate under Dutch law (wettelijke handelsrente). Claridy reserves the right to suspend access to the Service after 14 days' written notice of non-payment, without prejudice to any other rights.

3.4 Price Adjustments

Claridy may adjust pricing with at least 60 days' written notice prior to the renewal of a Subscription Term.

4. Term and Termination

4.1 Initial Term

The initial Subscription Term is 12 months from the date of the Order Form ("Initial Term"), unless otherwise specified in the Order Form.

4.2 Auto-Renewal

At the end of the Initial Term, the subscription automatically renews for successive 12-month periods ("Renewal Term") unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

4.3 Termination for Cause

Either party may terminate these Terms immediately on written notice if the other party: (a) commits a material breach that remains uncured 30 days after written notice specifying the breach; or (b) becomes insolvent, is subject to bankruptcy proceedings, or ceases to carry on business.

4.4 Effect of Termination

Upon termination, Customer's access to the Service will cease. Claridy will make Customer Data available for export for 30 days following termination, after which it will be deleted subject to applicable legal retention obligations. Termination does not relieve Customer of the obligation to pay fees accrued prior to the termination date.

5. Service Levels

5.1 Uptime Commitment

Claridy targets 99.95% monthly uptime for the Service (excluding scheduled maintenance and circumstances beyond Claridy's reasonable control). Scheduled maintenance will be notified at least 48 hours in advance.

5.2 Support

Claridy provides support via a dedicated Slack channel during the first year of the subscription. Thereafter, support is provided via email at legal@claridy.ai. Claridy will use reasonable efforts to respond to support requests within one business day.

6. Intellectual Property

6.1 Claridy IP

All rights in and to the Service, including all software, AI models, interfaces, and documentation, remain exclusively with Claridy. These Terms do not transfer any ownership rights to Customer.

6.2 Customer Data

Customer retains all rights in Customer Data. Customer grants Claridy a limited licence to process Customer Data solely to the extent necessary to provide the Service. Claridy does not use Customer Data to train its AI models without Customer's prior written consent.

6.3 Feedback

If Customer provides feedback or suggestions regarding the Service, Claridy may use such feedback without restriction and without any obligation to Customer.

7. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information only for the purpose of these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care; and (c) not disclose it to third parties without prior written consent, except to employees or advisors with a need to know who are bound by equivalent obligations. These obligations do not apply to information that is or becomes publicly available through no fault of the Receiving Party, was already known to the Receiving Party prior to disclosure, or is required to be disclosed by law or court order (with prompt prior notice to the Disclosing Party where legally permissible).

8. Data Protection

To the extent Claridy processes personal data on behalf of Customer in connection with the Service, the parties' respective rights and obligations are governed by the Data Processing Agreement ("DPA") which forms an integral part of these Terms. In the event of conflict between these Terms and the DPA on data protection matters, the DPA prevails. See our privacy policy at claridy.ai/privacy for more information on how we process personal data.

9. Warranties and Disclaimers

9.1 Claridy Warranties

Claridy warrants that:

• It has the right to provide the Service.
• The Service will perform materially in accordance with its documentation.
• It will implement appropriate security measures as described in its Privacy Policy.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". CLARIDY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLARIDY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

10. Liability

10.1 Limitation of Liability

To the maximum extent permitted by applicable law, Claridy's total aggregate liability to Customer arising out of or related to these Terms shall not exceed the total fees paid or payable by Customer to Claridy in the 12 months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be excluded or limited under applicable law.
• Customer's payment obligations.

11. Indemnification

Claridy will defend Customer against any third-party claim alleging that the Service infringes a third party's intellectual property right, and will indemnify Customer against damages finally awarded in connection with such claim, provided that Customer:

• Promptly notifies Claridy in writing of the claim.
• Grants Claridy sole control over the defence and settlement.
• Provides reasonable cooperation.